Labor & Employment Shareholder Nicole A. Smith was featured on ABC’s Full Measure with Sharyl Attkisson on Sunday, June 3, 2018. Investigative reporter Sharyl Attkisson interviewed Ms. Smith as part of her cover story, “Shades of Grey,” regarding the #MeToo movement, the potential for false allegations and smear campaigns, and whether accusers should automatically be believed.
Vedder Price Labor & Employment group attorneys counsel and defend employers in a wide range of workplace harassment issues and have experienced these issues during internal investigations.

During the interview, Ms. Smith shared that one of the difficult issues employers are facing is that the full spectrum of workplace harassment allegations—from a slight where the person feels disrespected, to conduct that is criminal in nature—fall under the #MeToo umbrella, making it challenging for HR professionals and in-house counsel to unravel this wide range of behaviors when dealing with individual claims. As Ms. Smith noted, for this reason, all claims need to be addressed carefully on a case-by-case basis.

To view Full Measure’s “Shades of Grey” interview in full, please click here to view it on ABC’s website.

To read Thought Leadership articles authored by Vedder Price Labor & Employment group attorneys addressing the #MeToo movement’s impact on human resources departments, the issues surrounding workplace sexual harassment allegations, best practices for handling investigations and claims, and recent legislation passed in certain jurisdictions addressing employers’ new obligations, please click here.

Vedder Price is pleased to announce that a number of our attorneys and practice groups have been recognized by Legal 500 United States in 2018, including three Top-Tier Firm rankings- two in Transportation (Aviation and Air Travel - Finance; Rail and Road - Finance) for the eighth year in a row and M&A/Corporate and Commercial – M&A – Middle Market (Sub-$500M) for the fifth year in a row, as well as two Second-Tier rankings for Investment Fund Formation and Management - Mutual/Registered/Exchange-Traded Funds, Transport: Shipping – Finance and Real Estate - Land Use Zoning. 

Practice Group Rankings

Top-Tier Firm

• Transport: Aviation and Air Travel – Finance
• Transport: Rail and Road – Finance
• M&A/Corporate and Commercial – M&A: Middle-Market (Sub-$500M)
  
  

Recommended

• Dispute Resolution - Securities Litigation – Defense
• Transport: Shipping – Finance
• Investment Fund Formation and Management – Mutual/Registered/Exchange-Traded Funds
• Labor and Employment – Employee Benefits, Executive Compensation and Retirement Plans – Design
• Labor and Employment – Employee Benefits, Executive Compensation and Retirement Plans –Transactional
• Labor and Employment – Immigration
• Labor and Employment – Labor and Employment Disputes (Including Collective Actions): Defense
• Labor and Employment – Labor-Management Relations
• Real Estate – Land Use/Zoning
  
  

Attorney Accolades

Leading Lawyers

• Danielle Meltzer Cassel: Real Estate – Land Use/Zoning
• Dean N. Gerber: Transport: Aviation and Air Travel – Finance
• Geoffrey R. Kass: Transport: Aviation and Air Travel – Finance
• Michael A. Nemeroff: M&A/Corporate and Commercial – M&A: Middle-Market (Sub-$500M)
  
  

Recommended

• Scott Adamson: Labor and Employment – Employee Benefits, Executive Compensation and Retirement Plans – Transactional; M&A/Corporate and Commercial – M&A – Middle-Market (Sub-$500M)
• Nicholas Anaclerio: Labor and Employment – Labor and Employment Disputes (Including Collective Actions) – Defense
• Adam R. Beringer: Transport – Aviation and Air Travel – Finance
• Amy L. Bess: Labor and Employment – Labor and Employment Disputes (Including Collective Actions) – Defense
• William J. Bettman: M&A/Corporate and Commercial – M&A – Middle-Market (Sub-$500M)
• John E. Bradley: Transport: Shipping – Finance
• Gabrielle M. Buckley: Labor and Employment – Immigration
• John T. Bycraft: Transport: Aviation and Air Travel – Finance; Transport – Rail and Road – Finance
• Danielle Meltzer Cassel: Real Estate – Land Use/Zoning
• Thomas P. Cimino: Dispute Resolution – Securities Litigation – Defense
• Christopher T. Collins: Labor and Employment – Employee Benefits, Executive Compensation and Retirement Plans – Design
• Sara B. DeBlaze: Labor and Employment – Immigration
• Thomas P. Desmond: Labor and Employment – Employee Benefits, Executive Compensation and Retirement Plans – Design; Labor and Employment – Employee Benefits, Executive Compensation and Retirement Plans – TransactionaL
• Mark J. Ditto: Transport: Aviation and Air Travel – Finance
• Brendan G. Dolan: Labor and Employment – Labor and Employment Disputes (Including Collective Actions) – Defense
• Michael E. Draz: Transport: Aviation and Air Travel – Finance; Transport – Rail and Road – Finance
• Deborah Bielicke Eades: Investment Fund Formation and Management – Mutual/Registered/Exchange-Traded Funds
• Cameron A. Gee: Transport: Aviation and Air Travel – Finance; Transport – Rail and Road – Finance
• Dean N. Gerber: Transport: Aviation and Air Travel – Finance
• Elizabeth N. Hall: Labor and Employment – Labor and Employment Disputes (Including Collective Actions) – Defense
• Thomas G. Hancuch: Labor and Employment – Employee Benefits, Executive Compensation and Retirement Plans – Design
• Robert J. Hankes: Transport: Aviation and Air Travel – Finance
• Renee M. Hardt: Investment Fund Formation and Management – Mutual/Registered/Exchange-Traded Funds
• Edward C. Jepson, Jr.: Labor and Employment – Labor and Employment Disputes (Including Collective Actions) – Defense
• Geoffrey R. Kass: Transport: Aviation and Air Travel – Finance
• Marc L. Klyman: Transport: Shipping – Finance
• Joseph H. Kye: M&A/Corporate and Commercial – M&A – Middle-Market (Sub-$500M)
• Daniel B. Lange: Labor and Employment – Employee Benefits, Executive Compensation and Retirement Plans – Transactional
• Randall M. Lending: Dispute Resolution – Securities Litigation – Defense
• Adam S. Lewis: M&A/Corporate and Commercial – M&A – Middle-Market (Sub-$500M)
• Joseph M. Mannon: Investment Fund Formation and Management – Mutual/Registered/Exchange-Traded Funds
• John S. Marten: Investment Fund Formation and Management – Mutual/Registered/Exchange-Traded Funds
• John T. McEnroe: M&A/Corporate and Commercial – M&A – Middle-Market (Sub-$500M)
• Michael A. Nemeroff: M&A/Corporate and Commercial – M&A – Middle-Market (Sub-$500M)
• Francis X. Nolan, III: Transport: Shipping – Finance
• John R. Obiala: M&A/Corporate and Commercial – M&A – Middle-Market (Sub-$500M)
• Cathy Gonzales O’Kelly: Investment Fund Formation and Management – Mutual/Registered/Exchange-Traded Funds
• Shelby E. Parnes: M&A/Corporate and Commercial – M&A – Middle-Market (Sub-$500M)
• Thomas H. Petrides: Labor and Employment – Labor and Employment Disputes (Including Collective Actions) – Defense
• Stewart Reifler: Labor and Employment – Employee Benefits, Executive Compensation and Retirement Plans – Transactional
• Bruce A. Rosenblum: Investment Fund Formation and Management – Mutual/Registered/Exchange-Traded Funds
• Heather M. Sager: Labor and Employment – Labor and Employment Disputes (Including Collective Actions) – Defense; Labor and Employment – Labor-Management Relations
• Guy E. Snyder: M&A/Corporate and Commercial – M&A – Middle-Market (Sub-$500M)
• Patrick W. Spangler: Labor and Employment – Employee Benefits, Executive Compensation and Retirement Plans – Design; Labor and Employment – Employee Benefits, Executive Compensation and Retirement Plans – Transactional; Labor and Employment – Labor and Employment Disputes (Including Collective Actions) – Defense; Labor and Employment – Labor-Management Relations
• Kenneth F. Sparks: Labor and Employment – Labor-Management Relations
• Kelly A. Starr: Labor and Employment – Employee Benefits, Executive Compensation and Retirement Plans – Design; Labor and Employment – Employee Benefits, Executive Compensation and Retirement Plans – Transactional
• Mark L. Stolzenburg: Labor and Employment – Labor-Management Relations
• David A. Sturms: Investment Fund Formation and Management – Mutual/Registered/Exchange-Traded Funds
• Raviv Surpin: Transport: Aviation and Air Travel – Finance
• Jeffrey T. Veber: Transport: Aviation and Air Travel – Finance; Transport – Rail and Road – Finance
• Thomas M. Wilde: Labor and Employment – Labor and Employment Disputes (Including Collective Actions) – Defense
• Junaid A. Zubairi: Dispute Resolution – Securities Litigation – Defense

 

Next Generation Lawyers

• Robert J. Hankes: Transport: Aviation and Air Travel – Finance
• Shelby E. Parnes: M&A/Corporate and Commercial – M&A: Middle-Market (Sub-$500M)

The Legal 500 United States is an independent guide. Firms and individuals are recommended purely on merit. More than 250,000 corporate counsel have been surveyed and interviewed globally in the past 12 months. Only a small number of firms in the United States have a truly national presence coupled with the capability to handle sophisticated and complex work; these are the firms that are chosen for the Legal 500 honors.

 

Vedder Price is pleased to announce that a number of our attorneys and practice groups have been recognized by Legal 500 United States in 2018, including three Top-Tier Firm rankings- two in Transportation (Aviation and Air Travel - Finance; Rail and Road - Finance) for the eighth year in a row and M&A/Corporate and Commercial – M&A – Middle Market (Sub-$500M) for the fifth year in a row, as well as two Second-Tier rankings for Investment Fund Formation and Management - Mutual/Registered/Exchange-Traded Funds, Transport: Shipping – Finance and Real Estate - Land Use Zoning. 

Practice Group Rankings

Top-Tier Firm

• Transport: Aviation and Air Travel – Finance
• Transport: Rail and Road – Finance
• M&A/Corporate and Commercial – M&A: Middle-Market (Sub-$500M)
  
  

Recommended

• Dispute Resolution - Securities Litigation – Defense
• Transport: Shipping – Finance
• Investment Fund Formation and Management – Mutual/Registered/Exchange-Traded Funds
• Labor and Employment – Employee Benefits, Executive Compensation and Retirement Plans – Design
• Labor and Employment – Employee Benefits, Executive Compensation and Retirement Plans –Transactional
• Labor and Employment – Immigration
• Labor and Employment – Labor and Employment Disputes (Including Collective Actions): Defense
• Labor and Employment – Labor-Management Relations
• Real Estate – Land Use/Zoning
  
  

Attorney Accolades

Leading Lawyers

• Danielle Meltzer Cassel: Real Estate – Land Use/Zoning
• Dean N. Gerber: Transport: Aviation and Air Travel – Finance
• Geoffrey R. Kass: Transport: Aviation and Air Travel – Finance
• Michael A. Nemeroff: M&A/Corporate and Commercial – M&A: Middle-Market (Sub-$500M)
  
  

Recommended

• Scott Adamson: Labor and Employment – Employee Benefits, Executive Compensation and Retirement Plans – Transactional; M&A/Corporate and Commercial – M&A – Middle-Market (Sub-$500M)
• Nicholas Anaclerio: Labor and Employment – Labor and Employment Disputes (Including Collective Actions) – Defense
• Adam R. Beringer: Transport – Aviation and Air Travel – Finance
• Amy L. Bess: Labor and Employment – Labor and Employment Disputes (Including Collective Actions) – Defense
• William J. Bettman: M&A/Corporate and Commercial – M&A – Middle-Market (Sub-$500M)
• John E. Bradley: Transport: Shipping – Finance
• Gabrielle M. Buckley: Labor and Employment – Immigration
• John T. Bycraft: Transport: Aviation and Air Travel – Finance; Transport – Rail and Road – Finance
• Danielle Meltzer Cassel: Real Estate – Land Use/Zoning
• Thomas P. Cimino: Dispute Resolution – Securities Litigation – Defense
• Christopher T. Collins: Labor and Employment – Employee Benefits, Executive Compensation and Retirement Plans – Design
• Sara B. DeBlaze: Labor and Employment – Immigration
• Thomas P. Desmond: Labor and Employment – Employee Benefits, Executive Compensation and Retirement Plans – Design; Labor and Employment – Employee Benefits, Executive Compensation and Retirement Plans – TransactionaL
• Mark J. Ditto: Transport: Aviation and Air Travel – Finance
• Brendan G. Dolan: Labor and Employment – Labor and Employment Disputes (Including Collective Actions) – Defense
• Michael E. Draz: Transport: Aviation and Air Travel – Finance; Transport – Rail and Road – Finance
• Deborah Bielicke Eades: Investment Fund Formation and Management – Mutual/Registered/Exchange-Traded Funds
• Cameron A. Gee: Transport: Aviation and Air Travel – Finance; Transport – Rail and Road – Finance
• Dean N. Gerber: Transport: Aviation and Air Travel – Finance
• Elizabeth N. Hall: Labor and Employment – Labor and Employment Disputes (Including Collective Actions) – Defense
• Thomas G. Hancuch: Labor and Employment – Employee Benefits, Executive Compensation and Retirement Plans – Design
• Robert J. Hankes: Transport: Aviation and Air Travel – Finance
• Renee M. Hardt: Investment Fund Formation and Management – Mutual/Registered/Exchange-Traded Funds
• Edward C. Jepson, Jr.: Labor and Employment – Labor and Employment Disputes (Including Collective Actions) – Defense
• Geoffrey R. Kass: Transport: Aviation and Air Travel – Finance
• Marc L. Klyman: Transport: Shipping – Finance
• Joseph H. Kye: M&A/Corporate and Commercial – M&A – Middle-Market (Sub-$500M)
• Daniel B. Lange: Labor and Employment – Employee Benefits, Executive Compensation and Retirement Plans – Transactional
• Randall M. Lending: Dispute Resolution – Securities Litigation – Defense
• Adam S. Lewis: M&A/Corporate and Commercial – M&A – Middle-Market (Sub-$500M)
• Joseph M. Mannon: Investment Fund Formation and Management – Mutual/Registered/Exchange-Traded Funds
• John S. Marten: Investment Fund Formation and Management – Mutual/Registered/Exchange-Traded Funds
• John T. McEnroe: M&A/Corporate and Commercial – M&A – Middle-Market (Sub-$500M)
• Michael A. Nemeroff: M&A/Corporate and Commercial – M&A – Middle-Market (Sub-$500M)
• Francis X. Nolan, III: Transport: Shipping – Finance
• John R. Obiala: M&A/Corporate and Commercial – M&A – Middle-Market (Sub-$500M)
• Cathy Gonzales O’Kelly: Investment Fund Formation and Management – Mutual/Registered/Exchange-Traded Funds
• Shelby E. Parnes: M&A/Corporate and Commercial – M&A – Middle-Market (Sub-$500M)
• Thomas H. Petrides: Labor and Employment – Labor and Employment Disputes (Including Collective Actions) – Defense
• Stewart Reifler: Labor and Employment – Employee Benefits, Executive Compensation and Retirement Plans – Transactional
• Bruce A. Rosenblum: Investment Fund Formation and Management – Mutual/Registered/Exchange-Traded Funds
• Heather M. Sager: Labor and Employment – Labor and Employment Disputes (Including Collective Actions) – Defense; Labor and Employment – Labor-Management Relations
• Guy E. Snyder: M&A/Corporate and Commercial – M&A – Middle-Market (Sub-$500M)
• Patrick W. Spangler: Labor and Employment – Employee Benefits, Executive Compensation and Retirement Plans – Design; Labor and Employment – Employee Benefits, Executive Compensation and Retirement Plans – Transactional; Labor and Employment – Labor and Employment Disputes (Including Collective Actions) – Defense; Labor and Employment – Labor-Management Relations
• Kenneth F. Sparks: Labor and Employment – Labor-Management Relations
• Kelly A. Starr: Labor and Employment – Employee Benefits, Executive Compensation and Retirement Plans – Design; Labor and Employment – Employee Benefits, Executive Compensation and Retirement Plans – Transactional
• Mark L. Stolzenburg: Labor and Employment – Labor-Management Relations
• David A. Sturms: Investment Fund Formation and Management – Mutual/Registered/Exchange-Traded Funds
• Raviv Surpin: Transport: Aviation and Air Travel – Finance
• Jeffrey T. Veber: Transport: Aviation and Air Travel – Finance; Transport – Rail and Road – Finance
• Thomas M. Wilde: Labor and Employment – Labor and Employment Disputes (Including Collective Actions) – Defense
• Junaid A. Zubairi: Dispute Resolution – Securities Litigation – Defense

 

Next Generation Lawyers

• Robert J. Hankes: Transport: Aviation and Air Travel – Finance
• Shelby E. Parnes: M&A/Corporate and Commercial – M&A: Middle-Market (Sub-$500M)

The Legal 500 United States is an independent guide. Firms and individuals are recommended purely on merit. More than 250,000 corporate counsel have been surveyed and interviewed globally in the past 12 months. Only a small number of firms in the United States have a truly national presence coupled with the capability to handle sophisticated and complex work; these are the firms that are chosen for the Legal 500 honors.

 

Labor & Employment Shareholder Nicole A. Smith was featured on ABC’s Full Measure with Sharyl Attkisson on Sunday, June 3, 2018. Investigative reporter Sharyl Attkisson interviewed Ms. Smith as part of her cover story, “Shades of Grey,” regarding the #MeToo movement, the potential for false allegations and smear campaigns, and whether accusers should automatically be believed.
Vedder Price Labor & Employment group attorneys counsel and defend employers in a wide range of workplace harassment issues and have experienced these issues during internal investigations.

During the interview, Ms. Smith shared that one of the difficult issues employers are facing is that the full spectrum of workplace harassment allegations—from a slight where the person feels disrespected, to conduct that is criminal in nature—fall under the #MeToo umbrella, making it challenging for HR professionals and in-house counsel to unravel this wide range of behaviors when dealing with individual claims. As Ms. Smith noted, for this reason, all claims need to be addressed carefully on a case-by-case basis.

To view Full Measure’s “Shades of Grey” interview in full, please click here to view it on ABC’s website.

To read Thought Leadership articles authored by Vedder Price Labor & Employment group attorneys addressing the #MeToo movement’s impact on human resources departments, the issues surrounding workplace sexual harassment allegations, best practices for handling investigations and claims, and recent legislation passed in certain jurisdictions addressing employers’ new obligations, please click here.

The Supreme Court's Decision

On May 21, 2018, a divided Supreme Court confirmed in Epic Systems Corp. v. Lewis, No. 16-285, 584 U.S. ___ (2018), that class action waivers in mandatory employment arbitration agreements are enforceable under the Federal Arbitration Act (FAA). The practical import of the Court’s decision is that employers may lawfully require employees, as a condition of employment, to enter into mandatory arbitration agreements that preemptively bar them from pursuing class action claims in court or in arbitration. Employees who enter into arbitration agreements with class waivers may only litigate claims against their employers in individual arbitration. As discussed below (and at our upcoming webinar on June 19), while class action waivers can be a powerful tool for limiting significant potential employer liabilities, mandatory individual arbitration is not necessarily a panacea for avoiding complex and expensive litigation and may not be appropriate for every employer.

Justice Gorsuch, who we suggested in our March 2017 article Class Is in Session: Supreme Court to Decide Future of Class Waiver Arbitration Clauses might play a role in the future of class waivers, wrote the opinion for the five to four majority. Justice Ginsburg penned the strongly worded dissent. And, while these competing justices tackled a multitude of legal (and social) issues in the decision, the primary legal issue in Epic Systems was whether class action waivers in arbitration agreements violate the National Labor Relations Act (NLRA) and are thus unenforceable.

The employee in Epic Systems had entered into an arbitration agreement with a class action waiver, but nevertheless brought a class action wage claim in court under the Fair Labor Standards Act (FLSA). He argued that wage and hour class action litigation was “protected concerted activity” under the NLRA and that the class waiver in his arbitration agreement could not be enforced because it violated the NLRA’s prohibition on employer interference with concerted activity. That argument had been considered by a number of federal appellate courts around the country in recent years with differing results, which led the Supreme Court to take up Epic Systems and two similar cases on review.

Writing for the Court, Justice Gorsuch concluded that it was inappropriate to read the federal statutes implicated in the case, the FAA and NLRA, as conflicting with each other. He reasoned that the strong FAA mandate to enforce arbitration agreements could not be construed to conflict with the NLRA’s protection of concerted activity, which did not include a right to bring a class or collective action.

What It All Means, and What Employers Should Do

While the Supreme Court’s decision in Epic Systems puts to rest facial challenges to the enforcement of class action waivers in arbitration agreements on the grounds that they conflict with the NLRA, employees may still challenge such agreements under generally available contract defenses such as “fraud, duress or unconscionability.” To be sure, the plaintiffs’ bar and employee advocacy groups will, as they have done for years, attempt to expand these and other arguments to get around arbitration agreements and class action waivers.

The continued attack on arbitration agreements places an increased premium on employers’ careful drafting, implementation and maintenance of agreements and class action waivers. Employers should make conscious, considered judgments about implementing or maintaining arbitration agreements and class action waivers. While arbitration was for years seen as a low cost alternative to court litigation, that is not necessarily so any longer. Arbitration can be expensive, and one reaction to class action waivers that has already been observed is the filing by plaintiffs’ lawyers of dozens of individual arbitrations at a time, for which employers are required to foot the bill for arbitrator fees in many jurisdictions.

Employers should also anticipate, especially if Congress turns over in the fall, that legislators will look to exempt some claims, such as those for sexual harassment or discrimination, from mandatory arbitration. In addition, although there are legal impediments to enforcement of state laws and judicial decisions that affect the enforceability of employee arbitration agreements, state legislation and state court rulings are likely to further muddy the waters.

The Epic Systems decision resolves one of the long-standing issues regarding arbitration and class action waivers but there remain myriad other questions that employers must confront in connection with determining whether to implement or maintain an arbitration agreement and a class action waiver.

Dive Deeper at Vedder Price’s Upcoming Webinar

We will address these issues in detail in our June 19th webinar, What Employers Need to Know about Class Action Waivers in Employee Arbitration Agreements.

If you have any questions regarding the topics discussed in this article, contact Brendan G. Dolan +1 (415) 749-9530, Amy L. Bess +1 (202) 312-3361, Joseph K. Mulherin +1 (312) 609-7725, Heather M. Sager +1 (415) 749-9510 or any Vedder Price attorney with whom you have worked.

Click below to download a PDF of this article. 

In this issue

New Rules, Proposed Rules, Guidance and Alerts

• SEC Proposes Amendments to Auditor Independence Rules to Address Certain Lending Relationships
• SEC Proposes New Rule That Would Require Broker-Dealers to Act in Best Interest of Retail Customers
• SEC Proposes New Disclosure Requirements for Financial Professionals
• SEC Issues Interpretive Guidance Regarding the Standard of Conduct for Investment Advisers
• SEC Staff Issues Share Class Selection Disclosure Initiative FAQs
• OCIE Issues Risk Alert on Advisory Fees and Expense Compliance Issues Identified in Deficiency Letters

Public Statements, Press Releases and Testimony

• SEC Division of Investment Management Director Dalia Blass Discusses Standard of Conduct Rule making Proposals and Liquidity Risk Management at PLI Investment Management Institute

Litigation and Enforcement Actions and Initiatives

• SEC Reaches Settlements with Three Registered Investment Advisers on Share Class Selection Allegations

Download the Regulatory Update below. 

Investment Services Shareholder Joseph M. Mannon will present at the IA Watch Conference on June 25, 2018 in Chicago. IA Watch’s first regulatory compliance conference, designed for compliance officers, in-house legal and compliance personnel, general and outside counsel and other financial professionals, gives privileged access to exclusive best practices from key regulators and industry insiders. Presenters will discuss the latest on the SEC’s shifting exam and enforcement agenda, cybersecurity solutions to effectively combat this persistent threat, best practices to save firms time and effort, and much more.

Mr. Mannon’s panel, “SEC Examinations: Trending Focus Areas and Best Practices to Ace Your Next Exam,” will cover the three themes dominating SEC exams, the top ten areas examiners focus on, the top five deficiencies tripping up firms and how to avoid them, the new types of examinations and best practices from those that have undergone a recent exam.

To learn more about the conference or Mr. Mannon’s panel, please click here.

New York Global Transportation Finance Practice Shareholder Francis X. Nolan, III, as President of the Maritime Law Association of the United States, will be the featured Luncheon Speaker on June 30th at the Southeastern Admiralty Law Institute Conference taking place in Amelia Island, Florida. The Southeastern Admiralty Law Institute is dedicated to providing a forum for admiralty law practitioners in the Southeastern United States. This annual event offers discussion of admiralty and maritime law, and its practice and administration.

To learn more about this conference, please click here. To learn more about the Maritime Law Association, click here.